secwatch / observer
8-K filed June 18, 2026, 6:47 AM ET ticker DBI CIK 0001319947
other material confidence high sentiment neutral materiality 0.30

Designer Brands shareholders approve bylaw amendments, elect four Class I directors

Designer Brands Inc.

item 5.03item 5.07item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Designer Brands Inc.: Shareholders approved amendments to the Company's Amended and Restated Code of Regulations, effective immediately following the annual meeting on June 17, 2026, covering advance notice procedures, voting standards, uncertificated shares, indemnification, Board amendment authority, and clarifying cha (effective 2026-06-17).

Change
bylaw amendment
Effective
2026-06-17
Exact text from the filing
On June 17, 2026, Designer Brands Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved certain amendments to the Company’s Amended and Restated Code of Regulations (as further amended and restated, the “Code”), which were effective immediately following the Annual Meeting.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Designer Brands Inc. shareholders approved Modify the Voting Standard for Approval of Matters Other Than the Election of Directors at the 2026-06-17 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2026-06-17
Exact text from the filing
Proposal 4b. Modify the Voting Standard for Approval of Matters Other Than the Election of Directors Votes For Votes Against Abstentions Broker Non-Votes 89,657,142 67,134 35,051 7,890,356
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Designer Brands Inc. shareholders approved Ratification of Appointment of Deloitte & Touche LLP at the 2026-06-17 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2026-06-17
Exact text from the filing
Proposal 2: Ratification of Appointment of Deloitte & Touche LLP Voting results regarding the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 were as follows: Votes For Votes Against Abstentions Broker Non-Votes 97,258,468 384,602 6,613 —
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Designer Brands Inc. shareholders approved Authorize the Company's Board of Directors to Amend the Code to the Extent Permitted by Ohio Law at the 2026-06-17 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2026-06-17
Exact text from the filing
Proposal 4e. Authorize the Company's Board of Directors to Amend the Code to the Extent Permitted by Ohio Law Votes For Votes Against Abstentions Broker Non-Votes 83,137,064 6,579,293 42,970 7,890,356
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Designer Brands Inc. shareholders approved Make Certain Other Clarifying, Technical and Conforming Changes at the 2026-06-17 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2026-06-17
Exact text from the filing
Proposal 4f. Make Certain Other Clarifying, Technical and Conforming Changes Votes For Votes Against Abstentions Broker Non-Votes 89,632,879 87,890 38,558 7,890,356
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Designer Brands Inc. shareholders approved Amend the Provisions Relating to Director and Officer Indemnification and Related Matters at the 2026-06-17 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2026-06-17
Exact text from the filing
Proposal 4d. Amend the Provisions Relating to Director and Officer Indemnification and Related Matters Votes For Votes Against Abstentions Broker Non-Votes 75,248,334 14,460,673 50,320 7,890,356
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Designer Brands Inc. shareholders approved Election of Four Class I Director Nominees at the 2026-06-17 meeting.

Proposal
director election
Outcome
passed
Meeting
2026-06-17
Exact text from the filing
Proposal 1: Election of Four Class I Director Nominees Voting results regarding the election of four Class I director nominees were as follows: Name of Nominee Votes For Votes Withheld Broker Non-Votes Harvey L. Sonnenberg 88,887,051 872,276 7,890,356 Allan J. Tanenbaum 81,988,253 7,771,074 7,890,356 Peter S. Cobb 80,813,651 8,945,676 7,890,356 Douglas M. Howe 89,638,219 121,108 7,890,356
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Designer Brands Inc. shareholders approved Revise and Enhance the Company's Advance Notice Procedures at the 2026-06-17 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2026-06-17
Exact text from the filing
Proposal 4a. Revise and Enhance the Company's Advance Notice Procedures Votes For Votes Against Abstentions Broker Non-Votes 84,126,212 5,606,572 26,543 7,890,356
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Designer Brands Inc. shareholders approved Expressly Permit the Issuance of Uncertificated Shares at the 2026-06-17 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2026-06-17
Exact text from the filing
Proposal 4c. Expressly Permit the Issuance of Uncertificated Shares Votes For Votes Against Abstentions Broker Non-Votes 89,633,609 102,845 22,873 7,890,356
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Designer Brands Inc. shareholders approved Advisory Approval of Named Executive Officer Fiscal 2025 Compensation at the 2026-06-17 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2026-06-17
Exact text from the filing
Proposal 3: Advisory Approval of Named Executive Officer Fiscal 2025 Compensation Voting results regarding the approval of the non-binding, advisory vote on the fiscal 2025 compensation of the Company’s named executive officers as reported in the Proxy Statement were as follows: Votes For Votes Against Abstentions Broker Non-Votes 87,243,495 2,346,086 169,746 7,890,356
View on SEC.gov

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Designer Brands Inc. filing history →

Source: SEC EDGAR
accession 0001319947-26-000045
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